NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Lion One Metals Limited (TSX-V: LIO) (OTCQX:
LOMLF) (ASX: LLO) (“Lion One” or the
“Company“) is pleased to announce that it has
entered into an agreement with Eight Capital, as lead underwriter
and sole bookrunner on behalf of a syndicate of underwriters
(collectively, the “Underwriters“), pursuant to
which the Underwriters have agreed to purchase, on a “bought deal”
basis, 29,350,000 units of the Company (the
“Units“) at a price of C$0.92 per Unit (the
“Issue Price”), for total gross proceeds of
C$27,002,000 (the “Offering“).
Each Unit will consist of one common share (a
“Common Share”) in the capital of the Company and
one-half (1/2) of one common share purchase warrant (each whole
common share purchase warrant, a “Warrant”) of the
Company. Each Warrant shall be exercisable to acquire one Common
Share (a “Warrant Share”) at a price per Warrant
Share of C$1.25 for a period of 30 months from the closing date of
the Offering.
If, following the closing of the Offering, the
volume weighted average trading price of the Common Shares on the
principal exchange on which the Shares are listed for any 20
consecutive trading days equals or exceeds C$2.00, the Company may,
upon providing written notice to the holders of Warrants,
accelerate the expiry date of the Warrants to the date that is 30
days following the date of such written notice.
In addition, the Company has agreed to grant the
Underwriters an option (the “Over-Allotment
Option”), exercisable in whole or in part, for a period of
30 days after the closing of the Offering, to purchase up to an
additional 15% of the number of Units sold pursuant to the
Prospectus Supplement (as defined below), on the same terms as the
Offering, to cover over-allotments and for market stabilization
purposes.
The net proceeds from the sale of the Units will
be used for development and exploration of the Company’s Tuvatu
Gold Project, as well as working capital and general corporate
purposes.
The Units will be offered (i) in the Provinces
of British Columbia, Alberta and Ontario (the “Shelf
Prospectus Provinces”) by way of a prospectus supplement
(the “Prospectus Supplement”) to the Company’s
base shelf prospectus dated May 13, 2022 (the “Base Shelf
Prospectus”); and (ii) in each of the Provinces of Canada,
other than the Shelf Prospectus Provinces and Quebec, pursuant to
the listed issuer financing exemption (the “LIFE
Exemption”) under part 5A of National Instrument 45-106 –
Prospectus Exemptions (“NI 45-106”). In accordance
with NI 45-106, up to a maximum of 10,869,565 Units (the
“LIFE Units”) may be issued pursuant to the LIFE
Exemption in connection with the Offering.
The Prospectus Supplement will be filed in
Alberta, British Columbia and Ontario and, together with the
related Base Shelf Prospectus, will be available on SEDAR at
www.sedar.com.
There is an offering document relating to the
LIFE Units that can be accessed under the Company’s profile at
www.sedar.com and on the Company’s website at
www.liononemetals.com. Prospective purchasers of the LIFE Units
should read this offering document before making an investment
decision.
Closing of the Offering is expected to take
place on or about May 11, 2023 and is subject to certain conditions
including, but not limited to the receipt of all applicable
regulatory approvals including approval of the TSX Venture
Exchange.
The securities offered in the Offering have not
been, and will not be, registered under the U.S. Securities Act or
any U.S. state securities laws, and may not be offered or sold in
the United States or to, or for the account or benefit of, United
States persons absent registration or any applicable exemption from
the registration requirements of the U.S. Securities Act and
applicable U.S. state securities laws. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy
securities in the United States, nor will there be any sale of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Lion One Metals
Limited
Lion One’s flagship asset is 100% owned, fully
permitted high grade Tuvatu Alkaline Gold Project, located on the
island of Viti Levu in Fiji. Lion One envisions a low-cost
high-grade underground gold mining operation at Tuvatu coupled with
exciting exploration upside inside its tenements covering the
entire Navilawa Caldera, an underexplored yet highly prospective 7
km diameter alkaline gold system. Lion One’s CEO Walter Berukoff
leads an experienced team of explorers and mine builders and has
owned or operated over 20 mines in 7 countries. As the founder and
former CEO of Miramar Mines, Northern Orion, and La Mancha
Resources, Walter is credited with building over $3 billion of
value for shareholders.
On behalf of the Board of Directors
ofLion One Metals Limited“Walter
Berukoff”Chairman and CEO
For further informationContact Investor
RelationsToll Free (North America) Tel:
1-855-805-1250Email: info@liononemetals.comWebsite: www.liononemetals.com
Neither the TSX Venture Exchange nor its
Regulation Service Provider accepts responsibility for the adequacy
or accuracy of this release.This press release may contain
statements that may be deemed to be “forward-looking statements”
within the meaning of applicable Canadian securities legislation.
All statements, other than statements of historical fact, included
herein are forward looking information. Generally, forward-looking
information may be identified by the use of forward-looking
terminology such as “plans”, “expects” or “does not expect”,
“proposed”, “is expected”, “budget”, “scheduled”, “estimates”,
“forecasts”, “intends”, “anticipates” or “does not anticipate”, or
“believes”, or variations of such words and phrases, or by the use
of words or phrases which state that certain actions, events or
results may, could, would, or might occur or be achieved. This
forward-looking information reflects Lion One Metals Limited’s
current beliefs and is based on information currently available to
Lion One Metals Limited and on assumptions Lion One Metals Limited
believes are reasonable. These assumptions include, but are not
limited to, the actual results of exploration projects being
equivalent to or better than estimated results in technical
reports, assessment reports, and other geological reports or prior
exploration results. Forward-looking information is subject to
known and unknown risks, uncertainties and other factors that may
cause the actual results, level of activity, performance or
achievements of Lion One Metals Limited or its subsidiaries to be
materially different from those expressed or implied by such
forward-looking information. Such risks and other factors may
include, but are not limited to: the stage development of Lion One
Metals Limited, general business, economic, competitive, political
and social uncertainties; the actual results of current research
and development or operational activities; competition; uncertainty
as to patent applications and intellectual property rights; product
liability and lack of insurance; delay or failure to receive board
or regulatory approvals; changes in legislation, including
environmental legislation, affecting mining, timing and
availability of external financing on acceptable terms; not
realizing on the potential benefits of technology; conclusions of
economic evaluations; and lack of qualified, skilled labour or loss
of key individuals. Although Lion One Metals Limited has attempted
to identify important factors that could cause actual results to
differ materially from those contained in forward-looking
information, there may be other factors that cause results not to
be as anticipated, estimated or intended. Accordingly, readers
should not place undue reliance on forward-looking information.
Lion One Metals Limited does not undertake to update any
forward-looking information, except in accordance with applicable
securities laws.
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